Exhibit 10(l)
MUTUAL COOPERATION AGREEMENT
This Mutual Cooperation Agreement (the “Agreement”) made and entered into this25th day of February, 2004 by and Between **Daewoo International Corporation,**acorporation duly organized under the laws of the Republic of Korea and havingits principal place of business at 541 Namdaemunno 5-ga, Chung-gu, Seoul, Korea(“DWI”) and **e-Smart Korea Inc.,**a corporation duly organized under the laws ofthe Republic of Korea and having its principal place of business at 642-9,Songchon B/D 9F, Yeoksam-dong, Gangnam-gu, Seoul, Korea (“e-Smart”)(hereinafter individually referred to as the “Party” and collectively referredto as the “Parties”.)
WITNESSETH THAT:
WHRERAS, DWI is an international trading company having much experience as aproject developer and organizer having great interest in participating innational identification smartcard projects and is desirous of utilizing itsmarketing expertise, its business facilities and its IT implementationabilities to support e-Smart to implement the Project (as hereinbelow defined)to the extent of DWI’s ability;
WHRERAS, e-Smart has an unique biometric smartcard technology and operatingsystem particularly well suited for national identification card projects aswell as the necessary technical facilities, experience and capabilitiesnecessary to engage in such projects when working with a qualifiedimplementation partner such as DWI;
WHEREAS, the Parties wish to closely collaborate with each other for any andall matters related to mutually agreed specific National Identification Cardand other mutually agreed specific Smart Card Projects (the “Projects”) forthe mutual benefit of the Parties in the territories, including but notlimited to:
Taiwan, Philippines, Vietnam, Australia, Indonesia, Bangladesh, India,Myanmar, Russia, Uzbekistan, Turkey, Israel, Arab Emirates, Iran, Iraq,Jordan, Egypt, Algeria, Morocco, Kenya, Nigeria, Angola, South Africa(always subject to relevant export licensing and control if applicable).
NOW, THEREFORE, in consideration of the premises and covenants containedherein, the Parties hereto agree as follows:
l. The Parties have engaged in preliminary discussion in connection withmutual cooperation for the Project and wish to set forth their basicunderstanding and intents therefor.
2. In the spirit of mutual understanding and fairness, DWI and e-Smartshall diligently and adequately promote for the mutual benefit of theParties hereto and in case by
 

 

  case manner negotiate in good faith the terms and conditions of a formalagreement for the implementation of each and any mutually agreedspecific project falling under the definition of the Projects herein. 3. Each Party agrees to hold in confidence all the commercial and technicalinformation, documents and other unpublished information in relation to the Projects (the“Confidential Information”) disclosed to it by the other Party under thisAgreement,and not to disclose such Confidential Information to any third party withoutprior written consent of disclosing Party. 4. Each Party shall, unless otherwise agreed among the Parties in writing,bear his own costs and expenses incurred by himself for the performance of this Agreement,including but not limited to, teaming discussion, proposal preparation andsubmission. 5. Neither Party shall assign or transfer his obligations, rights and/orinterests herein without the prior written consent of the other Party. 6. This Agreement shall become effective upon execution of the dulyauthorized representatives of the Parties hereto and continues in force for two (2)year. 7. This Agreement shall be governed by and construed in all respects inaccordance with the laws of the Republic of Korea. All disputes, controversies or differenceswhich may arise out of or in connection with this Agreement, or for the breachthereof, shall be finally settled by arbitration in SEOUL, KOREA in accordance with theCommercial Arbitration Rules of the Korean Commercial Arbitration Board. Thearbitration panel shall consist of three (3) members the chairman of whichshall be from a neutral country and background. The award rendered by thearbitrators shall be final and binding upon the Parties concerned. 8. No terms and conditions of this Agreement shall be changed, altered ormodified unless agreed upon in writing by the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executedon the day and year first above written.   For and on behalf of For and on behalf ofDaewoo International Corporation e-Smart Korea Inc.   -s- Chang-Rae Kim -s- Richard IK Kim   Chang-Rae Kim Richard IK KimExecutive Vice President Managing Director